ENGLISH - BASLOGUE
THIS IS A SOFTWARE LICENCE AGREEMENT BETWEEN PETRIE SOFTWARE PTY LTD ACN 110 519 723 (“PETRIE”) AND YOU FOR USE OF THE SOFTWARE. THIS LICENCE IS GRANTED TO YOU THROUGH A PETRIE AUTHORISED REPRESENTATIVE (“PAR”). THE TERMS OF YOUR CONTRACT IS WITH PETRIE AS THE OWNER OF THE SOFTWARE AND THE GRANTOR OF THE LICENCE AND WITH PAR AS THE SELLER TO YOU OF THE LICENCE. THIS LICENCE AGREEMENT CONFERS RIGHTS ON YOU TO USE THE SOFTWARE AND IN RETURN OBLIGATIONS ON YOU IN RESPECT TO THE USE OF THE SOFTWARE.
IMPORTANT NOTE: YOU SHOULD REGULARLY BACK UP YOUR DATA WHILE USING THIS SOFTWARE.
BY USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENCE.
1.1 The Software and any associated intellectual property rights is always the exclusive property of Petrie and is licensed to You on the terms set forth in this Licence. Any licence given to You for the use of the Software does not act as an assignment to You of the Software or any other intellectual property rights. The Licence is simply a licence to use.
2. Permitted Licence Uses and Restrictions.
2.1 This Licence allows You, during the term of this Licence, to install and use one copy of the Software on a single computer owned or controlled by You.
2.2 You may not nor may You do or not do any things to allow any other persons to, copy (except as expressly permitted by this Licence), decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, create derivative works of the Software or any services provided by the Software or to incorporate into or compile in combination with Your own programs, rent, lease, lend, sublicence, sell, transfer or otherwise redistribute the Software.
2.3 You agree that You will not use the Software for any purposes prohibited by Australian law including but not limited to the development, design, manufacture or production of nuclear, chemical or biological weapons.
2.4 You agree that this Software will not be rented, sold, leased, sublicensed, assigned, or otherwise transferred.
3. Consent to Use of Data.
3.1 You agree that Petrie and its subsidiaries (if any) may collect and use technical and related information, including but not limited to information about Your computer, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to You (if any) related to the Software, and to verify compliance with the terms of this Licence. Petrie may use this information, as long as it is in a form that does not personally identify You, to improve our products or to provide services or technologies to You.
4. Term of Licence.
4.1 Term of Licence – To use the Software You must purchase a commercial licence. The purchase of a commercial licence includes the payment by You to PAR of a License Fee. There are two types of licences available:
a. Subscription Licence - the Term of the Licence is for a period nominated in the subscription purchase (e.g. 1 month, 6 months, 12 months) from the date of payment by You of the Licence Fee. However, if You breach this Licence Petrie may terminate Your Licence, in which event the Term shall automatically expire.
b. Full Licence (if available) - the Term of the Licence is for a period of 50 years from the date of payment by You of the Licence Fee. However, if You breach this Licence Petrie may terminate Your Licence, in which event the Term shall automatically expire.
4.2 The payment of the Licence Fee will entitle You to use the Software during the Term for all lawful purposes. On the expiry of the Term the Software will automatically cease to be useable.
4.3 (Database Edition only) The Server component and Client component are licensed to You separately.
4.4 The purchase by You of a commercial licence is subject to the following conditions:
a. You will be required to install the software for use on a computer. Once installed, the software must only be used on that one computer. You may not install the Software on more than one computer unless Your licence allows use on multiple computers, and You may only use the software on the number of computers that the licence allows.
b. When purchasing a license, You must provide Your personal name or company name, and provide an email address.
c. When purchasing a license You may decide to allow Petrie to inform You from time to time via email of updates to the Software. You may opt out from receiving these kinds of emails in the future if You so desire.
d. You agree to notify Petrie of any issues You encounter while using the Software, via the means as described on the website of Petrie from where You downloaded the Software.
e. Such notification as mentioned in 4.4d may include the posting of messages to publicly accessible Discussion Forums (Newsgroups), and You agree to the posting of such messages such that they may be read by anyone else viewing the Discussion Forums. Furthermore, when posting messages You agree to abide by the rules and etiquette given on the website of Petrie or PAR from where You downloaded the Software.
f. You agree that You will not use the Software for any unlawful purpose whatsoever. If You use the Software for any unlawful purpose:
i. You acknowledge that Petrie may immediately terminate Your Licence without notice to You and do all things necessary to prevent You from using the Software and You will have no claim whatsoever against Petrie in respect to such termination and prevention of use.
ii. You will indemnify Petrie and PAR against any liability, loss or damage that they or either of them might sustain as a direct or indirect result of Your unlawful use of the Software.
5. Support and Maintenance.
5.1 Technical Support in the form of a Discussion Forum hosted by Petrie may be made available when a commercial licence for the Software has been purchased. Email Support may also be available, but is at the sole discretion of Petrie. An additional charge may be required to access Email Support.
5.2 Petrie at its sole discretion may make available on its website any updates of the Software.
5.3 The Software will periodically and automatically try to contact Petrie via any active Internet connection, without Your knowledge, for the sole purpose of checking if a later version of the Software is available. If a later version of the Software is available it will then notify You, and may give You the option to download the new version. There may be fees payable for any major upgrades. No personally identifiable information will be sent during this process. By installing this Software You consent to this communication. However, no guarantee is given that this communication will succeed, and may be stopped for a variety of reasons, including the action of personal firewall software installed on Your computer.
6. Disclaimer of Warranties.
6.1 By agreeing to the terms and conditions of this Licence, You expressly acknowledge and agree that:
a. Use of the Software is at Your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with You; and
b. The Software is provided "as is" and "as available", with all faults and without warranty of any kind including warranties with respect to accuracy, merchantability, suitability, quality or fitness for purpose;
7. Limitation of Liability.
7.1 Subject to any applicable law, You agree to indemnify both Petrie and PAR and keep them indemnified in respect to any loss, liability or expense sustained by You or any other person where such loss, liability or expense is caused directly or indirectly from Your use or misuse of the Software. Without limitation, such loss shall include all or any of the following types of loss or liabilities:
a. Damage or financial loss, including any consequential loss, caused directly or indirectly by any use of the Software;
b. Any damage to any hardware howsoever caused;
c. Any loss of profits or damage to You business howsoever caused;
d. Any corruption or loss of electronic data, howsoever caused;
e. Any loss sustained through directly or indirectly through any business interruption;
f. Any loss or liability or expense incurred as a result of any suits, actions or claims being brought by anyone as a consequence of Your use of the Software.
7.2 If You are using this Software other than for personal, domestic or household use or consumption then the liability of Petrie and PAR is limited at Petrie’s discretion to:
a. The replacement of the Licence with a new license or the provision of a licence to use equivalent software; or
b. The payment to You of the cost of replacing the Licence with an equivalent licence.
8.1 This Licence will terminate automatically upon the happening of any of the following events:
a. Expiry of the Licence as described in clause 4.1;
b. There has been a breach by You of a term of this Licence;
c. Your use of the Licence for any unlawful purpose.
8.2 Upon the termination of this Licence, You shall cease all use of the Software and destroy all copies, full or partial, of the Software.
9. Controlling Law and Severability.
9.1 This Licence will be governed by and construed in accordance with the laws of the State of New South Wales and Australia only and shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
9.2 If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this Licence shall continue in full force and effect.
10. Complete Agreement.
10.1 This Licence constitutes the entire agreement between the parties with respect to the use of the Software. The parties confirm that they have requested that this Licence and all related documents be drafted in English. To the fullest extent permitted by law, all implied warranties are hereby expressly excluded.
11.1 In this Licence unless otherwise indicated by the context:
Licence means this licence agreement.
Software means “Baslogue” and includes all source code and any other intellectual property.
Technical Support means support given when a commercial licence for the Software has been purchased.